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Home My WebLink AboutStaff Report 2506-4869CITY OF PALO ALTO CITY COUNCIL Tuesday, June 17, 2025 Council Chambers & Hybrid 5:30 PM Agenda Item AA2.Approval of Amendment No. 3 to Contract Number C23184827 with Nomad Transit, LLC (Via) in the Amount of $1,100,000 for a total not to exceed $4,901,550 over a Four-Year Term to Continue the City of Palo Alto On-Demand Transit Service through June 30, 2026; CEQA status - not a project. (Originally Published on the June 16, 2025 City Council Meeting Agenda Item Number #18 - Deferred to June 17, 2025 City Council Meeting) New Item Added 7 6 2 8 City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Transportation Meeting Date: June 17, 2025 Report #:2506-4869 TITLE Approval of Amendment No. 3 to Contract Number C23184827 with Nomad Transit, LLC (Via) in the Amount of $1,100,000 for a total not to exceed $4,901,550 over a Four-Year Term to Continue the City of Palo Alto On-Demand Transit Service through June 30, 2026; CEQA status - not a project. (Originally Published on the June 16, 2025 City Council Meeting Agenda Item Number #18 - Deferred to June 17, 2025 City Council Meeting) BACKGROUND Original Staff Report #2506-4761 published on the June 16, 2025 City Council meeting agenda item number #18 and deferred to June 17, 2025 City Council meeting and is now before you. ATTACHMENTS Attachment A: 6/16/25 Staff Report #2506-4761 Attachment B: 6/16/25 Attachment A - Nomad Transit LLC (Via) Contract, C23184827 Amendment #3 APPROVED BY: Ria Lo, Chief Transportation Official 8 4 1 6 City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Transportation Meeting Date: June 16, 2025 Report #:2506-4761 TITLE Approval of Amendment No. 3 to Contract Number C23184827 with Nomad Transit, LLC (Via) in the Amount of $1,100,000 for a total not to exceed $4,901,550 over a Four-Year Term to Continue the City of Palo Alto On-Demand Transit Service through June 30, 2026; CEQA status - not a project. RECOMMENDATION Staff recommends that the City Council approve and authorize the City Manager or their designee to execute Amendment No. 3 to Contract C23184827 with Nomad Transit, LLC (Via) (Attachment A) to provide Palo Alto Link Services, extending the contract term to June 30, 2026, in an amount not to exceed of $1,100,000. This amendment results in revised not-to- exceed amount of $4,901,550. BACKGROUND Palo Alto Link provides on-demand transit service Monday-Friday for a 12-hour service span 7:00 am-7:00 pm. The service operates within most of the City, with exceptions only to the east and west ends that primarily house large open spaces and conservation lands. PAL is utilizing a ten (10) vehicle fleet to provide virtually positioned pick-up and drop-off locations within an acceptable walking distance with the help of a web application. Door-to-door service is available for riders who may require extra assistance. The service addresses first-/last-mile challenges in Palo Alto and provides a convenient and affordable transportation option for residents, employees, and vulnerable/transit-dependent populations. Finding and securing funding partners such as Stanford Research Park (SRP) is an integral strategy to establish a long-term path forward for funding PAL transit services. The City Council approved the contract for this service December 12, 20221 and further discussed service levels 1 City Council meeting 12/12/2022, Item#8: https://cityofpaloalto.primegov.com/portal/item/?meetingItemId=20f80994-de00-4d1a-aa0b-9e37365ba583 8 4 1 6 and funding in April 2023 and as part of the FY 2025 budget process in May 2024. For the FY 2026 Budget process in May 2025, a reduction in service and contract funding to $1.1 million was recommended to mitigate the potential nonrenewal of grant sources. Staff will bring forward subsequent budget adjustments as needed if grant renewals are awarded. Notification is expected in the next several weeks. The contract with Nomad Transit LLC (Via) provided on-demand transit services in the amount of $2,043,000 for up two years, which the City conducted a formal solicitation for and was primarily funded through the 2016 Measure B Innovative Transit Grant ($2,000,000). On April 10, 2023, the Council approved contract Amendment No. 12, adding a cost sharing agreement with Stanford Research Park. On November 4, 2024, the Council approved contract Amendment No. 2, making some service and fee adjustments, and updating the revenue sharing approach with SRP3. The City continues to work in conjunction with SRP to increase the service area of PAL to also serve SRP, with SRP contributing per month to the City to cover the increased cost of providing the expanded service area. ANALYSIS 4 to discuss the service levels of this program in light of the sunset of the Innovative Transit Grant. This discussion reviewed the funding necessary to support different levels of services in preparation for the FY 2025 budget process. During the FY 2025 budget process, the Finance Committee and City Council adopted a revised level of service and funding plan including changes to ride fares, partnerships with other agencies, and grant funding to lower the net financial impact on the City’s General Fund. The FY 2025 Adopted Budget reflected gross program expenses of $1.2. million, reflecting a reduction in service level from FY 2024. 2 City Council meeting 4/10/2023, Item#7 SR#2303-1128: https://cityofpaloalto.primegov.com/meeting/document/1875.pdf?name=Item%207%20Staff%20Report 3 City Council meeting 11/4/2023, Item#AA1 SR#2410-3699: 4 City Council meeting 4/1/2024, Item#3 SR#: https://cityofpaloalto.primegov.com/portal/item/?meetingItemId=5b78bb81-6e97-4ba6-8d46-559b1f4c45f8 8 4 1 6 Figure 1: Average Pickup ETA for On Demand Rides 8 4 1 6 Figure 4. Driver Hours. FISCAL/RESOURCE IMPACT STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: AMENDMENT NO. 3 TO CONTRACT NO. C23184827 BETWEEN THE CITY OF PALO ALTO AND NOMAD TRANSIT, LLC This Amendment No. 3 (this “Amendment”) to Contract No. C23184827 (the “Contract”) is entered into as of June 30, 2025, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and NOMAD TRANSIT, LLC, a Delaware limited liability corporation, located at 10 Crosby Street, 2nd Floor, New York, NY 10013 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. RECITALS A. The Contract was entered into by and between the Parties for the provision of transit and shuttle services, including equipment, transportation planning, customer engagement, marketing services, labor, vendor services, and the technology to support services, as detailed therein. B. The Parties now wish to amend the Contract to extend the term by six months from December 31, 2025, to June 30, 2026, to increase billing rates, and to increase the compensation by One Million One Hundred Thousand Dollars ($1,100,000.00) from Three Million, Eight Hundred One Thousand Five Hundred Fifty Dollars ($3,801,550.00) to a new total not-to-exceed compensation amount of Four Million, Nine Hundred One Thousand, Five Hundred Fifty Dollars ($4,901,550.00), as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” refers to Contract No. C23184827 between CONSULTANT and CITY, dated December 12, 2022, as amended by: Amendment No. 1, dated April 10, 2023, and Amendment No. 2, dated September 23, 2024. b. Other Terms. Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 2, "TERM", of the Contract is hereby amended to read as follows: "The term of this Agreement shall be from the date of its full execution through June 30, 2026, unless terminated earlier pursuant to Section 19 (Termination) of this Agreement." Docusign Envelope ID: F2E682D7-C646-49E6-9401-0A3E35243C92 SECTION 3. Section 4, "NOT TO EXCEED COMPENSATION", of the Contract is amended to read as follows: "The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Four Million, Nine Hundred One Thousand, Five Hundred Fifty Dollars ($4,901,550.00). The hourly schedule of rates, if applicable, is set out in Exhibit C-1. Any work performed or expenses incurred beyond this maximum compensation shall be at no cost to the CITY." SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference: a. Exhibit "C" entitled "COMPENSATION, AMENDMENT NO. 3", AMENDED, REPLACES PREVIOUS. b. Exhibit “C-1” entitled “SCHEDULE OF RATES, AMENDMENT NO. 3” AMENDED, REPLACES PREVIOUS. SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 6. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) Docusign Envelope ID: F2E682D7-C646-49E6-9401-0A3E35243C92 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO NOMAD TRANSIT, LLC City Manager: Officer 1 APPROVED AS TO FORM: By: Name: City Attorney or designee Title: Officer 2 By: Name: Title: Attachments EXHIBIT “C”: “COMPENSATION, AMENDMENT NO. 3”, AMENDED, REPLACES PREVIOUS. EXHIBIT “C-1”: “SCHEDULE OF RATES, AMENDMENT NO. 3, AMENDED, REPLACES PREVIOUS Docusign Envelope ID: F2E682D7-C646-49E6-9401-0A3E35243C92 Manager Alex Laoie Chief Legal Officer Erin Abrams EXHIBIT C COMPENSATION, AMENDMENT NO. 3 (AMENDED, REPLACES PREVIOUS) CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth below. CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below, provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this Agreement. CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. BUDGET SCHEDULE Task 1 (Upfront Costs) $92,500.00 + $13,500.00* Task 2 (Vehicle Hours compensated at the rate specified in Exhibit C-1) *** (Estimated Electricity Cost (To be Treated as a Pass- Through)) 3,801,550 Docusign Envelope ID: F2E682D7-C646-49E6-9401-0A3E35243C92 Reimbursable Expenses (if any) $0.00 Total for Services and Reimbursable Expenses $4,901,550 Additional Services (if any, per Section 4) $0.00 Maximum Total Compensation $4,901,550 Should Customer require additional WAV retroﬁts or vehicle wraps, CONSULTANT will bill CITY as incurred as a pass-through, so long as the amount stays within the not-to-exceed amount. * The $13,500 is added by Amendment 2 for the cost of moving from hybrid vans to fully electric vans per TFCA requirements. ** The $1,186,500 is added by Amendment 2. ***The $1,100,000 is added by Amendment 3. Note: Pricing assumes that the Services provided hereunder are tax exempt and assumes service hours of 8am-6pm M-F. Pricing assumes launch within 4 months of contract signing. Estimated Electricity Cost assumes 2 active EVs with 171 Wh/km efficiency and electricity cost at $0.23 / kWh. Electricity costs will be treated as a pass-through. In the event that the Services cease to be tax exempt, such taxes will be treated as pass-through and charged to the City. REIMBURSABLE EXPENSES CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder. Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of: $0.00. All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information. Docusign Envelope ID: F2E682D7-C646-49E6-9401-0A3E35243C92 EXHIBIT C-1 SCHEDULE OF RATES, AMENDMENT NO. 3 (AMENDED, REPLACES PREVIOUS) CONSULTANT’s schedule of rates is as follows: Cost per Driver Hour, Months 1-12: $88.65 Cost per Driver Hour, Months 18 and onward: $89.00 Note: Annual rate increase for Months 13-18 will be the greater of 5% (as shown) or the last 12 months U.S. all-items CPI. A Driver Hour is defined as each hour during which a driver is paid on the Via platform. Docusign Envelope ID: F2E682D7-C646-49E6-9401-0A3E35243C92